NovaBay Pharmaceuticals Announces Special Stockholders Meeting
NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) (“NovaBay” or the “Company”) has officially announced the scheduling of a virtual Special Meeting on April 16, 2025. During this meeting, stockholders will vote on a proposal concerning the liquidation and dissolution of the Company under Delaware law, in accordance with the Plan of Complete Liquidation and Dissolution (the “Dissolution”). The Company initially disclosed the Special Meeting through a preliminary proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on February 18, 2025 (the “Preliminary Proxy Statement”). Stockholders who hold common shares of NovaBay as of March 18, 2025, will have the right to vote at the meeting.
NovaBay’s CEO, Justin Hall, acknowledged the challenges faced during previous voting rounds and reaffirmed the Company’s commitment to exploring additional strategic options: “Given our past voting challenges, we cannot be assured of obtaining stockholder approval for the Dissolution proposal at our upcoming Special Meeting. To that end, we have engaged a financial advisor to explore additional strategic options.” He further emphasized that the Company is concurrently considering alternative paths such as mergers, reverse mergers, strategic partnerships, and licensing or sublicensing agreements to ensure various potential avenues for the Company’s future operations, regardless of the Special Meeting’s outcome.
Approval of the Dissolution proposal would grant NovaBay’s Board of Directors the authority to execute the liquidation and dissolution in accordance with the Plan of Dissolution. The approval process requires the affirmative vote of a majority of the Company’s outstanding common stock shares. During the previously convened special stockholder meeting, which took place on November 16, 2024, and was subsequently adjourned and reconvened on January 30, 2025, approximately 49% of outstanding common stock shares voted in favor of the Dissolution proposal. However, this fell just short of the required majority threshold.
Forward-Looking Statements
This announcement contains forward-looking statements within the scope of the “safe harbor” provisions established by the Private Securities Litigation Reform Act of 1995. These statements include predictions, projections, and other references to future events based on current expectations and assumptions, making them subject to various risks and uncertainties. NovaBay and its management base these statements on their current expectations, assumptions, estimates, and projections regarding the Company’s future prospects. Nevertheless, actual results and outcomes may differ significantly due to a variety of known and unknown risks and factors.
For additional information regarding risks that could impact NovaBay’s business and cause results to vary from those expressed in the forward-looking statements, refer to the Company’s latest Form 10-K, subsequent Forms 10-Q, and/or Form 8-K filings with the SEC. Additionally, details regarding the Dissolution proposal and its potential impact are available in the Preliminary Proxy Statement filed on February 18, 2025, under the “Risk Factors” section. Forward-looking statements in this release speak only as of their issuance date, and NovaBay disclaims any intent or obligation to publicly revise or update them, except as required by applicable law.
Additional Information and Access to Relevant Documents
On February 18, 2025, NovaBay filed the Preliminary Proxy Statement with the SEC in connection with the Special Meeting and the Dissolution proposal. The Company intends to file a definitive proxy statement promptly. Once filed, NovaBay will distribute the definitive proxy statement and proxy card to each stockholder eligible to vote at the Special Meeting.
Stockholders are strongly encouraged to review the proxy statement (including any subsequent amendments or supplements) and any other pertinent documents filed or to be filed with the SEC, as they contain crucial information. These documents will be accessible free of charge at the SEC’s official website (http://www.sec.gov) and the Company’s investor relations webpage (https://novabay.com/investors/). Stockholders may also request printed copies by contacting NovaBay Pharmaceuticals, Inc., Investor Relations, 2000 Powell Street, Suite 1150, Emeryville, CA 94608. Please note that information provided on the Company’s website is not formally incorporated into this document by reference.
Participants in the Solicitation
NovaBay and specific directors and executive officers may be considered participants in the solicitation of proxies from stockholders regarding the Dissolution proposal. A comprehensive list of these directors and officers, including their ownership stakes in NovaBay’s common stock and other securities, is provided in the Preliminary Proxy Statement. Additional details on the Company’s executive leadership and board members, along with their respective shareholdings, can be found in NovaBay’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023. This report was originally filed with the SEC on March 26, 2024, subsequently amended on March 29, 2024, and updated by subsequent Form 3 and Form 4 filings.
Further information regarding the participants in the proxy solicitation and their interests will be included in the definitive proxy statement for NovaBay’s Special Meeting and other relevant materials submitted to the SEC concerning the Dissolution proposal. These documents will be available for free at the sources indicated above.
By proceeding with these preparations, NovaBay Pharmaceuticals aims to ensure that stockholders have comprehensive information regarding the Special Meeting, the Dissolution proposal, and alternative strategic paths under consideration. The Company remains committed to its fiduciary responsibilities while exploring avenues to maximize stockholder value.
